0001451980-11-000058.txt : 20110906 0001451980-11-000058.hdr.sgml : 20110905 20110906112929 ACCESSION NUMBER: 0001451980-11-000058 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20110906 DATE AS OF CHANGE: 20110906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hochberg Abraham CENTRAL INDEX KEY: 0001466926 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O BIOCANCELL THERAPEUTICS INC. STREET 2: BECK SCIENCE CENTER, 8 HARTOM STREET CITY: HAR HOTZVIM, JERUSALEM STATE: L3 ZIP: 97775 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOCANCELL THERAPEUTICS INC. CENTRAL INDEX KEY: 0001451980 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 204630076 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84912 FILM NUMBER: 111075017 BUSINESS ADDRESS: STREET 1: BECK SCIENCE CENTER STREET 2: 8 HARTOM STREET, HAR HOTZVIM CITY: JERUSALEM STATE: L3 ZIP: 97775 BUSINESS PHONE: 972-2-548-6555 MAIL ADDRESS: STREET 1: BECK SCIENCE CENTER STREET 2: 8 HARTOM STREET, HAR HOTZVIM CITY: JERUSALEM STATE: L3 ZIP: 97775 SC 13D 1 sc13d.htm SCHEDULE 13D FILING sc13d.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULED 13d-2(a) UNDER THE SECURITIES ACT OF 1934

BioCancell Therapeutics Inc.
(Name of Issuer)

Common Stock
N/A
(Title of class of securities)
(CUSIP number)

Abraham Hochberg
c/o BioCancell Therapeutics Inc., Beck Science Center, 8 Hartom St., Har Hotzvim, Jerusalem 97775, Israel
Telephone: 972-2-548-6555

(Name, address and telephone number of person authorized to receive notices and communications)

June 22, 2011
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.






(Continued on following pages)


 
 
 


1
NAME OF REPORTING PERSONS
 
Abraham Hochberg
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (See instructions)
(a)
(b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
2,261,254 (1)
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
2,261,254 (1)
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,261,254 (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.44% (1) (2)
14
TYPE OF REPORTING PERSON   (See instructions)
 
IN

(1) This figure is as of September 2, 2011, and is comprised of 2,141,254 shares held directly and 120,000 options exercisable within 60 days of this date.
 
(2) Based on 26,685,022 shares of common stock outstanding as of September 2, 2011.
 

 

 

 

 

 

 

 
 
 

Item 1.                      Security and Issuer
 

This Statement on Schedule 13D (this "Statement") relates to the shares of common stock, par value $0.01 per share (the "Common Stock") of BioCancell Therapeutics Inc., a company organized under the laws of Delaware ("BioCancell").  The address of the principal executive offices of BioCancell is Beck Science Center, 8 Hartom St, Har Hotzvim, Jerusalem 97775, Israel.

Item 2.                 Identity and Background.
 
(a) – (c), (f)  This Statement is filed by Abraham Hochberg, an individual who is a citizen of the State of Israel ("Hochberg").  Hochberg's present principal business occupation is serving as Chief Scientific Officer of BioCancell, a development-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel therapies for treating cancer-related diseases.  The address of the principal executive offices of BioCancell, and Hochberg's business address, is Beck Science Center, 8 Hartom St, Har Hotzvim, Jerusalem 97775, Israel.

(d) – (e)  During the last five years Hochberg has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.

Item 3.                       Source and Amount of Funds or Other Consideration.
 
In July 2004, BioCancell issued  2,141,254 shares of Common Stock to Hochberg for no consideration as founders' shares.

On October 22, 2008, BioCancell's Board of Directors approved a grant to Hochberg of options to purchase 120,000 shares of Common Stock at an exercise price of $0.597 per share in consideration of services provided to BioCancell.  On December 3, 2008, the grant of these options to Professor Hochberg was approved by BioCancell's stockholders.  These options vest in twelve equal quarterly portions commencing December 31, 2008 and ending September 30, 2011, and have a ten year term from the date of the grant (expiring December 3, 2018).

Item 4.                      Purpose of Transaction.
 
Hochberg serves on the Board of Directors of BioCancell and as one of four members of the Executive Committee of the Board.  The Executive Committee was created upon and as a condition to the closing of private placements agreements signed July 30, 2008 between BioCancell and Clal Biotechnology Industries Ltd. ("CBI"), Tikcro Technologies Ltd. ("Tikcro"), and the Provident Fund of the Hebrew University Ltd., respectively (the "July 2008 Private Placement Agreements").  Pursuant to the July 2008 Private Placement Agreements, the Board of Directors agreed to appoint an Executive Committee composed of four members of the Board: Professor Hochberg, an external director, a representative of CBI, and a representative of Tikcro.  As required under the July 2008 Private Placement Agreements, the approval of the Executive Committee is required for the consummation of any material transaction involving BioCancell, the adoption of an annual budget, and any decisions relating to BioCancell's investment policy and working plan.

On July 30, 2008, in connection with the July 2008 Private Placement Agreements, Hochberg, CBI, Tikcro, and Mr. Avi Barak ("Barak") entered into an Irrevocable Voting Agreement (the "July 2008 Voting Agreement").  Pursuant to the July 2008 Voting Agreement, the parties agreed, subject to applicable law, to vote or cause to be voted all shares of Common Stock or other voting securities directly or indirectly owned by it or him at any general meeting of stockholders at which members of the Board of Directors are to be elected in favor of the election of one nominee recommended by each of Hochberg, CBI, and Tikcro for as long as Hochberg, CBI, and Tikcro, respectively, hold at least seven percent of BioCancell's capital stock on an as converted basis, including any type of debt securities convertible into shares of BioCancell equity but excluding warrants or options to purchase shares of Common Stock.  The parties further agreed not to vote to terminate the membership of any such nominee on the Board of Directors without the prior written consent of the applicable nominating party.
 
On November 22, 2009, Hochberg, CBI, and Barak entered into an Irrevocable Voting Agreement, according to which each party (Professor Hochberg and Mr. Barak are together considered one party) is required to vote at general meetings for the election of one director designated by the other party (the "November 2009 Voting Agreement").  This agreement was in addition to (and did not amend) the July 2008 Voting Agreement, such that, in total, the parties to the November 2009 Voting Agreement would vote together regarding two nominees of each party on the Board of Directors.  The parties further agreed not to vote to terminate the membership of any such nominee on BioCancell's Board of Directors without the prior written consent of the applicable nominating party.  In the event that the service of a nominee as director terminates, the parties undertook to act to convene a general meeting, and to vote for the appointment of a candidate for the position of director nominated by the party that previously nominated the director whose service terminated.
 

 
 
 

The right to nominate directors under the November 2009 Voting Agreement was to remain in effect as long as a party held at least seven percent of the outstanding shares of BioCancell (including convertible bonds, on an as-converted basis, but excluding warrants), but in any case not beyond July 30, 2012.  The parties to the November 2009 Voting Agreement also agreed to vote against any resolution increasing the number of directors on the Board beyond nine.

On June 22, 2011, Hochberg, CBI, Tikcro, and Barak agreed to terminate in its entirety the July 2008 Voting Agreement, effective immediately.

On June 22, 2011, Hochberg, CBI, and Barak agreed to terminate in its entirety the November 2009 Voting Agreement, effective immediately.

On August 7, 2011, BioCancell's Board of Directors approved a grant of options to Hochberg to purchase 60,000 shares of Common Stock in consideration of services provided to BioCancell. According to the terms of the approval, 37.5% of the options (representing 22,500 shares) shall become vested and exercisable immediately, and an additional 6.25% of the options (representing 3,750 shares) shall become vested and exercisable at the end of each of the 10 calendar quarters following the date of approval. The exercise price per share shall be NIS 2.85 and the options shall have a ten-year term from the date of grant.

Except as set forth in this Item 4, Hochberg does not have any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although Hochberg reserves the right to develop such plans).

Hochberg intends to review the performance of his investment in BioCancell from time to time.  Depending on various factors, including the business, prospects and financial position of BioCancell, the current and anticipated future price levels of the Common Stock and currency exchange rates, the conditions in the securities markets and general economic and industry conditions, as well as the other investment opportunities available to him, Hochberg will take such actions with respect to his investment in BioCancell as he deems appropriate in light of the circumstances existing from time to time.  Hochberg may purchase additional Common Stock of BioCancell or may, and hereby reserves the right to, dispose of some or all of his holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, including derivative transactions.  In addition, Hochberg may receive additional shares of Common Stock or grants of options in the future at the discretion of BioCancell.

Item 5.                      Interest in Securities of the Issuer.

 
(a)
As of September 2, 2011, Hochberg was the beneficial owner of 2,261,254 shares of Common Stock of BioCancell (with 2,141,254 shares held directly and 120,000 options exercisable within 60 days of this date), which represented approximately 8.44% of the shares of Common Stock outstanding based on 26,685,022 shares of Common Stock outstanding as of August 8, 2011 (as reported in the Issuer's prospectus filed pursuant to Rule 424(b)(3) with the SEC on June 21, 2011).
 
 
(b)
Hochberg has the sole power to vote or direct the vote of, and the sole power to dispose of, the shares of Common Stock of BioCancell as described in Item 5(a), above.

 
(c)
Hochberg has not effected any transaction in shares of Common Stock of BioCancell during the 60 days prior to the filing of this Schedule 13D.

 
(d)
Not applicable.

 
(e)
Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
On July 30, 2008, in connection with the July 2008 Private Placement Agreements, Hochberg, Clal, Tikcro, and Barak entered into the July 2008 Voting Agreement, as described in Item 4.

On December 3, 2008, Hochberg entered into an Option Agreement with BioCancell, as described in Item 3.

On November 22, 2009, Hochberg, CBI, and Barak entered into the November 2009 Voting Agreement, as described in Item 4.

On June 22, 2011, Hochberg, CBI, Tikcro, and Barak entered into a termination agreement to terminate the July 2008 Voting Agreement, as described in Item 4.

On June 22, 2011, Hochberg, CBI, and Barak entered into a termination agreement to terminate the November 2009 Voting Agreement, as described in Item 4.


 
 
 


Item 7.                      Material to be Filed as Exhibits.
 
Exhibit 99.1
Irrevocable Voting Agreement among Clal Biotechnology Industries Ltd., Tikcro Technologies Ltd., Abraham Hochberg, and Avi Barak dated July 30, 2008 (incorporated by reference to the Form S-1, filed by BioCancell with the Securities and Exchange Commission on December 17, 2008).
 
Exhibit 99.2
Option Agreement, dated December 3, 2008, between BioCancell Therapeutics Inc. and Abraham Hochberg.
 
Exhibit 99.3
Irrevocable Voting Agreement among Clal Biotechnology Industries Ltd., Abraham Hochberg, and Avi Barak dated November 22, 2009 (Incorporated by reference to Post-Effective Amendment to Form S-1, filed by BioCancell with the Securities and Exchange Commission on April 26, 2010).
 
Exhibit 99.4
Termination of an Irrevocable Voting Agreement, dated June 22, 2011, between Clal Biotechnology Industries Ltd., Tikcro Technologies Ltd., Abraham Hochberg, and Avi Barak.
 
Exhibit 99.5
Termination of an Irrevocable Voting Agreement, dated June 22, 2011, between Clal Biotechnology Industries Ltd., Abraham Hochberg, and Avi Barak.
 

 

 


 
 
 

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 
September 4, 2011
 
   
Abraham Hochberg
 
 
/s/ Abraham Hochberg
By: Abraham Hochberg
 


 
 
 

EX-99.2 2 ex99-2.htm EXHIBIT 99.2 ex99-2.htm
EXHIBIT 99.2

BIOCANCELL THERAPEUTICS INC.
GLOBAL SHARE INCENTIVE PLAN (2007)

 
OPTION AGREEMENT
 
FOR OPTIONS GRANTED UNDER SECTION 102(b)(2)
 
OF THE ISRAELI INCOME TAX ORDINANCE
 
TO EMPLOYEES, OFFICERS OR DIRECTORS
 
AS 102 CAPITAL GAINS TRACK OPTIONS
 

 
Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the same meanings as ascribed to them in the BioCancell Therapeutics Inc. Share Incentive Plan (2007) and the Appendix thereto for Israeli Taxpayers (jointly referred to herein as the “Plan”, except where the context otherwise requires).
 
This Option Agreement (the “Agreement”) includes the Notice of Option Grant attached hereto (the “Notice of Option Grant”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan.
 
 
1.           Grant of Options.
 
The Board of Directors of BioCancell Therapeutics Inc. hereby grants to the Participant, Options to purchase the number of Shares set forth in the Notice of Option Grant, at the exercise price per Share set forth in the Notice of Option Grant (the "Exercise Price"), and subject to the terms and conditions of Section 102(b)(2) of the Income Tax Ordinance (New Version) - 1961, the Plan, which is incorporated herein by reference, and the Trust Agreement, entered into between the Company and ESOP Trust Company (the “Trustee”).  The Options are granted as a 102 Capital Gains Track Grant.  In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.  However, the Notice of Option Grant sets out specific terms for the Participant hereunder, and will prevail over more general terms in the Plan and/or this Agreement, if any, or in the event of a conflict between them.
 
 
2.           Issuance of Options.
 
 
2.1           The Options will be registered in the name of the Trustee as required by law to qualify under Section 102, for the benefit of the Participant.  Participant shall comply with the ITO, the Rules, and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee.
 
 
 2.2              The Trustee will hold the Options or the Shares to be issued upon exercise of the Options for the Required Holding Period, as set forth in the Plan.
 

 
 
 

 
2.3              The Participant hereby undertakes to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation to the Plan, or any Option or Share granted to him thereunder.
 
 
2.4              The Participant hereby confirms that he shall execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the ITO and particularly the Rules.
 
 
3.           Non-Transferability of Options and Shares.
 
 
3.1              Non-Transferability of Options.  The Options may not be transferred in any manner other than by will or the laws of descent or distribution and may be exercised during the lifetime of the Participant, by the Participant only.  The transfer of the Options is further limited as set forth in the Plan.
 
 
3.2              Non-Transferability of Shares.  The transfer of the Shares to be issued upon exercise of the Options is limited as set forth in the Plan and in Section 5.4 below.
 
 
4.           Period of Exercise.
 
 
4.1              Term of Options.  The Options may be exercised in whole or in part once vested at any time for a period of ten (10) years from the Date of Grant, as set forth in the Notice of Option Grant, subject to Section 4.2 below.  The Date of Grant, the dates at which the Options vest and the dates at which they are exercisable are set out in the Notice of Option Grant.
 
 
4.2              Termination of Options.  Options shall terminate as set forth in the Plan.  Options may be exercised following termination of Participant’s relation as a Service Provider solely in accordance with the provisions of Section 9 of the Plan, unless otherwise explicitly stated in the Notice of Option Grant.
 
 
5.           Exercise of Option Award.
 
 
5.1              The Options, or any part thereof, shall be exercisable by the Participant’s signing and returning to the Company at its principal office (and to the Trustee, where applicable), a “Notice of Exercise”  in the form attached hereto as Exhibit B, or in such other form as the Company and/or the Trustee may from time to time prescribe, together with payment of the aggregate purchase price in accordance with the provisions of the Plan.
 
 
5.2              In order to issue Shares upon the exercise of any of the Options, the Participant hereby agrees to sign any and all documents required by law and/or the Company's Corporate Charter and/or the Trustee.
 
 
5.3              After a Notice of Exercise has been delivered to the Company it may not be rescinded or revised by the Participant.
 

 
 
 

 
5.4              The Company will notify the Trustee of any exercise of Options as set forth in the Notice of Exercise.  If such notification is delivered during the Required Holding Period, the Shares issued upon the exercise of the Options shall be issued in the name of the Trustee, and held in trust on the Participant’s behalf by the Trustee.  In the event that such notification is delivered after the end of the Required Holding Period, the Shares issued upon the exercise of the Options shall either (i) be issued in the name of the Trustee, subject to the Trustee’s prior written consent, or (ii) be transferred to the Participant directly, provided that the Participant first complies with the provisions of Section 7 below.  In the event that the Participant elects to have the Shares transferred to the Participant without selling such Shares, the Participant shall become liable to pay taxes immediately in accordance with the provisions of the ITO.
 
 
6.           Taxes.
 
 
6.1      Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby, or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Participant) relating to the Options or Shares issued upon exercise thereof, shall be borne solely by the Participant, with the exception of taxes imposed upon the Company or its Affiliate by law, such as the employer’s component of payments to the National Insurance Institute. The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participant agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant for which the Participant is responsible. The Company or any of its Affiliates and the Trustee may make such provisions and take such steps as it/they may deem  necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Options granted under the Plan and the exercise thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant, including by deducting any such amount from a Participant's salary or other amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring a Participant to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares and/or (iii) by causing the exercise and sale of any Options or Shares held by on behalf of the Participant to cover such liability up to the amount required to satisfy  minimum statutory withholding requirements. In addition, the Participant will be required to pay any amount that exceeds the tax to be withheld and transferred to the tax authorities, pursuant to applicable Israeli tax regulations.
 
6.2              THE PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THE OPTIONS.
 

 
 
 

 
7.              Legal Compliance
 
 
Shares shall not be issued pursuant to the exercise of an Option  unless the exercise of such Option and the issuance and delivery of such Shares shall comply with applicable securities and other laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
 

 
 
8.           Adjustments upon Certain Transactions
 
 
In the event of a Transaction, the provisions of Section 10.2 of the Plan will apply, unless otherwise explicitly provided in the Notice of Option Grant.
 
 
9.           Miscellaneous.
 
9.1           Continuance of Employment.  Participant acknowledges and agrees that the vesting of shares pursuant to the vesting schedule hereof is earned only by continuing as a Service Provider at the will of the Company (or its Affiliate) (not through the act of being hired, being granted this Option or acquiring Shares hereunder).  Participant further acknowledges and agrees that in the event that Participant ceases to be a Service Provider, the unvested portion of his Options shall not vest and shall not become exercisable, unless and to the extent described in the Notice of Share Option Grant. Participant further acknowledges and agrees that this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a Service Provider for the vesting period, for any period, or at all, shall not interfere in any way with Participant's right or the right of the Company or its Affiliate to terminate Participant's relationship as a Service Provider at any time, with or without cause, and shall not constitute an express or implied promise or obligation of the Company to grant additional Options to Participant in the future.
 
9.2           Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the rules respecting conflict of law.

9.3           Entire Agreement.  This Agreement, together with the Notice of Option Grant, the Plan and the Trust Agreement, constitutes the entire agreement between the parties hereto regarding the option grant described herein, and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof, including, but not limited to, any previous options grants, provided that they are dated between August 14, 2006 and the date hereof. As such, the Participant hereby waives any claim to any such previous option grants, and the parties hereto will consider the same to be null and void. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter

 
 
 

hereof have been made by either party which are not expressly set forth in this Agreement, the Notice of Option Grant or the Plan.

 
9.4           Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Company shall require such successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.  The term “successors and assigns” as used herein shall include a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

 

 
*                      *                      *
 

 
 
 


 
By the signature of the Participant and the signature of the Company's representative below, Participant and the Company agree that the Options are granted under and governed by (i) this Option Agreement, (ii) the Plan (including the Appendix for Israeli Taxpayers), a copy of which has been provided to Participant or made available for his/her review, (iii) Section 102(b)(2) of the Income Tax Ordinance (New Version) – 1961 and the Rules promulgated in connection therewith, and (iv) the Trust Agreement, a copy of which has been provided to Participant or made available for his/her review.  Furthermore, by Participant’s signature below, Participant agrees that the Options will be issued to the Trustee to hold on Participant’s behalf, pursuant to the terms of the ITO, the Rules and the Trust Agreement.
 
In addition, by his signature below, Participant confirms that he is familiar with the terms and provisions of Section 102 of the ITO, particularly the Capital Gains Track described in subsection (b)(2) thereof, and agrees that he will not require the Trustee  to release the Options or Shares to him, or to sell the Options or Shares to a third party, during the Restricted Holding Period, unless permitted to do so by applicable law.
 
 
In Witness Whereof, the Company has caused this Option Agreement to be executed by its duly authorized officer and the Participant has executed this Option Agreement as of the Date of Grant.

 
 
BioCancell Therapeutics Inc.
 
By:           /s/ Avi Barak              /s/ Ira Weinstein
 
Name:      Avi Barak                   Ira Weinstein
 
Title:         __________________________
Participant
 
 
By:           /s/ Avraham Hochberg
 
Name:      Avraham Hochberg
 
 

 

 
 
 

 EXHIBIT A
 
NOTICE OF SHARE OPTION GRANT
 

 
Abraham Hochberg, ID 009181538
 
23/35 Yisrael Eldad St
 
Jerusalem 93399
 

 
The undersigned Participant has been granted an Option to purchase Ordinary Shares of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:
 

 
 Date of Grant 3rd December, 2008 
Vesting Commencement Date 3rd December, 2008
Exercise Price per Share $0.597
Total Number of Shares Granted 120,000
Total Exercise Price $71,640
Term/Expiration Date As set forth in the Plan
Type of Options  Section 102 – Capital Gains Track
 
 
 
Vesting Schedule:
 

This Option shall be exercisable, in whole or in part, according to the following vesting schedule, subject to Participant’s continuing to be an employee, officer or director on such vesting dates:

8.33% of the Shares subject to the Option shall vest at the end of each calendar quarter, i.e. March 31, June 30, September 30 or December 31 of any given year after the Vesting Commencement Date, until fully vested.
 
Options that do not vest and become exercisable in accordance with the above (or as otherwise provided under the Plan) will be terminated in accordance with the Plan.
 
Acceleration:
 
Notwithstanding anything to the contrary in the Plan (including the Appendix thereto) in the event that the Participant's employment with the Company terminates as a result of the Employee's death or disability (as defined in the Plan) or upon termination by the Company of the Participant's employment for any reason other than Cause, any unvested Options shall be accelerated so that all such Options shall be immediately vested in full as of the date of such termination.
 

 
 
 


 
Additional Terms:
 

 
Notwithstanding anything to the contrary in Section 4.2(b) of the Plan, in the event of any such change in the capital structure or business of the Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, or other change in capital structure of the Company, merger, consolidation, spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any Common Stock or securities convertible into Common Stock, any sale or transfer of all or part of the Company’s assets or business, or any other corporate transaction or event having an effect similar to any of the foregoing and effected without receipt of consideration by the Company the Committee will not have the authority to cancel outstanding Options hereunder in consideration of payment in cash or other property in exchange therefore without the prior written consent of the Participant, unless all of the holders of Options which the Plan will be subject to such cancellation on the same terms, in which event the Participant’s consent shall not be required.
 

 
 
 

EXHIBIT B
 
EXERCISE NOTICE
 

 
BioCancell Therapeutics Inc.
 

 
Attention: [Chief Financial Officer]
 


 
1.           Option.  I have been granted options (the “Option”) to purchase ordinary shares (the “Shares”) of BioCancell Therapeutics Inc. (the “Company”) pursuant to the Company’s Global Share Incentive Plan (2007) and the Appendix thereto for Israeli Taxpayers (the “Plan”), the Notice of Option Grant (the “Notice”) and Option Agreement (the “Option Agreement”), as follows:

Date of Option Grant:
  
Number of Option Shares:
  
Exercise Price per Share:
US$

2.           Exercise of Option.  I hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares in accordance with the Notice and the Option Agreement:

Total Shares Purchased:
  
Total Exercise Price (Total Shares  X  Price Per
Share):
US$

3.           Payments.  Enclosed is the payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement:

Cash:
US$/NIS
Check:
US$/NIS
 
Circle the appropriate currency of actual payment



 
4.           Tax Withholding.  The Participant explicitly acknowledges Section 6 of the Option Agreement, with respect to its bearing of any tax consequences in connection to the Option, and the exercise thereof, and without limitation hereby authorizes payroll withholding and otherwise will make adequate provision for all appliable tax withholding obligations of the Company, if any, in connection with the Option, all as more completely described in the plan and the Option Agreement and Plan.

 
 
 

5.           Participant Information.

Participant’s address is:
  
Participant’s ID Number is:
  

6.           Binding Effect.  I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement and the Trust Agreement between the Company and the Trustee, to all of which I hereby expressly assent.  This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns.

I FURTHER ACKNOWLEDGE THAT THE TRANSFER OF THE SHARES IS ALSO SUBJECT TO THE APPLICABLE RESTRICTIONS PROVIDED BY THE PLAN, AND PARTICULARLY THOSE RESTRICTIONS IMPOSED IN THE FRAMEWORK OF AMENDED SECTION 102(B)(2) OF THE ISRAELI TAX ORDINANCE.

 

 
I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Notice of Option Grant and the Option Agreement, copies of which I have received and carefully read and understand.

 
 
Very truly yours,
 
 
__________________
(Signature)
 
 
Print Name
 
Dated:
Receipt of the above is hereby acknowledged.
BIOCANCELL THERAPEUTICS INC.
  
By:
  
Title:
  
Dated:
  

 
 
 

EX-99.4 3 ex99-4.htm EXHIBIT 99.4 ex99-4.htm
EXHIBIT 99.4

 
TERMINATION OF AN IRREVOCABLE VOTING AGREEMENT
 
This termination of the Irrevocable Voting Agreement (“Voting Agreement”) is made as of June 22, 2011 (the "Effective Date"), by and among Clal Biotechnology Industries Ltd. (“CBI”) of 3 Azrieli Center, Triangle Tower, 45th Floor, Tel-Aviv 67023, Israel, Prof. Avraham Hochberg (“Hochberg”) of 23 Israel Eldad St., Jerusalem 93399, Israel, Mr. Avi Barak of 16/65 Rimlat St., Ramat Gan, Israel  and Tikcro Technologies Ltd. (“Tikcro”) of 126 Yigal Allon St, Tel Aviv, Israel 67443  (each a “Party” and collectively, the “Parties”).

WITNESSETH:
 
WHEREAS, on July 30, 2008 the Parties signed the Voting Agreement setting forth certain matters regarding the ownership of their holdings in BioCancell Therapeutics Inc. (the “Company”).
 
WHEREAS, the Parties wish to terminate the Voting Agreement.
 
THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
 
1.
The Parties declare and confirm that the Voting Agreement is hereby terminated in its entirety as of the Effective Date and shall be considered null and void with no further action to be taken.
 
2.
The Parties declare and confirm that they have no claims, suits or demands of any kind and nature, and will not have in the future any claims, suits or demands of any kind and nature, against each other arising out of or in connection with the Voting Agreement and/or its termination.
 
3.
This document may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document. This document may be executed by facsimile signatures.
 
 
IN WITNESS WHEREOF the Parties have exercised this termination of the Voting Agreement in one or more counterparts as of the date first hereinabove set forth.

CLAL BIOTECHNOLOGY
  
PROFESSOR AVRAHAM HOCHBERG
INDUSTRIES LTD.
    
       
 
/s/ Amos Bankirer
    
By:
/s/ Orit Lidor
  
/s/ Prof. Avraham Hochberg
Name:
Amos Bankirer    Orit Lidor
    
Title:
  VP                        VP & General Counsel
    
 
TIKCRO TECHNOLOGIES INC.
    
     
By:
/s/ Izhak Tamir
    
Name:
Izhak Tamir
    
Title:
Chairman
    
By:
/s/ Aviv Boim
    
 
Aviv Boim, CEO
    
 
My signing on this termination of the Voting Agreement, following the request of the other Parties, does not derogate in any way from my statement in my letter dated December 22, 2009 according to which, as of that date, I am no longer a party to the Voting Agreement (The said letter is attached as an Annex hereto).
 
AVI BARAK
 
/s/ Avi Barak

EX-99.5 4 ex99-5.htm EXHIBIT 99.5 ex99-5.htm
EXHIBIT 99.5

 
TERMINATION OF AN IRREVOCABLE VOTING AGREEMENT
 
This termination of the Irrevocable Voting Agreement (“Voting Agreement”) is made as of June 22, 2011 (the "Effective Date"), by and among Clal Biotechnology Industries Ltd. (“CBI”) of 3 Azrieli Center, Triangle Tower, 45th Floor, Tel-Aviv 67023, Israel, Prof. Avraham Hochberg (“Hochberg”) of 23 Israel Eldad St., Jerusalem 93399, Israel and Mr. Avi Barak of 65 Rimlat St., Ramat Gan, Israel (each a “Party” and collectively, the “Parties”).

WITNESSETH:
 
WHEREAS, on November 22, 2009 the Parties signed the Voting Agreement setting forth certain matters regarding their holdings in BioCancell Therapeutics Inc. (the “Company”).
 
WHEREAS, the Parties wish to terminate the Voting Agreement.
 
THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
 
1.  
The Parties declare and confirm that the Voting Agreement is hereby terminated in its entirety as of the Effective Date and shall be considered null and void with no further action to be taken.
 
2.  
The Parties declare and confirm that they have no claims, suits or demands of any kind and nature, and will not have in the future any claims, suits or demands of any kind and nature, against each other arising out of or in connection with the Voting Agreement and/or its termination.
 
3.  
This document may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document. This document may be executed by facsimile signatures.
 
 
 
IN WITNESS WHEREOF the Parties have exercised this termination of the Voting Agreement in one or more counterparts as of the date first hereinabove set forth.

CLAL BIOTECHNOLOGY
  
PROFESSOR AVRAHAM HOCHBERG
INDUSTRIES LTD.
    
       
 
/s/ Amos Bankirer
    
By:
/s/ Orit Lidor
  
/s/ Prof. Avraham Hochberg
Name:
Amos Bankirer    Orit Lidor
    
Title:
  VP                        VP & General Counsel
    

 
My signing on this termination of the Voting Agreement, following the request of the other Parties, does not derogate in any way from my statement in my letter dated December 22, 2009 according to which, as of that date, I am no longer a party to the Voting Agreement (The said letter is attached as an Annex hereto).

AVI BARAK
 
 
/s/ Avi Barak